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51JOB, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
I. INTRODUCTION
This Code of Business Conduct and Ethics helps ensure compliance with legal
requirements and our standards of business conduct. All directors, officers and
other employees (collectively, the "Covered Persons") are expected to read and
understand this Code of Business Conduct and Ethics, uphold these standards in
day-to-day activities and comply with all applicable policies and procedures.
Because the principles described in this Code of Business Conduct and
Ethics are nonexhaustive and general in nature, you should also review all
applicable Company policies and procedures for more specific instruction.
Nothing in this Code of Business Conduct and Ethics, in any Company
policies and procedures, or in other related communications (verbal or written)
creates or implies an employment contract or term of employment.
We are committed to continuously reviewing and updating our policies and
procedures. Therefore, this Code of Business Conduct and Ethics is subject to
modification. This Code of Business Conduct and Ethics supersedes all other such
codes, policies, procedures, instructions, practices, rules or written or verbal
representations to the extent they are inconsistent.
Please sign the acknowledgment form at the end of this Code of Business
Conduct and Ethics and return the form to the Chief Compliance Officer
indicating that you have received, read, understand and agree to comply with the
Code of Business Conduct and Ethics. The signed acknowledgment form will be
located in your personnel file.
II. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS
A. GENERAL STANDARDS OF CONDUCT
The Company expects all Covered Persons to exercise good judgment to ensure
the safety and welfare of the Company and the Covered Persons and to maintain a
cooperative, efficient, positive, harmonious and productive work environment and
business organization. These standards apply while working on our premises, at
offsite locations where our business is being conducted, at Company-sponsored
business and social events, or at any other place where you are a representative
of the Company. Covered Persons who engage in misconduct or whose performance is
unsatisfactory may be subject to corrective action, up to and including
termination. You should review our employment handbook for more detailed
information.
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B. APPLICABLE LAWS
All Covered Persons must comply with all applicable laws, regulations,
rules and regulatory orders of any relevant jurisdiction. Company employees
located outside of the United States must comply with laws, regulations, rules
and regulatory orders of the United States, including without limitation the
Foreign Corrupt Practices Act, in addition to applicable local laws. Each
employee, agent and contractor must acquire appropriate knowledge of the
requirements relating to his or her duties sufficient to enable him or her to
recognize potential dangers and to know when to seek advice from the Chief
Compliance Officer on specific Company policies and procedures. Violations of
laws, regulations, rules and orders may subject the employee, agent or
contractor to individual criminal or civil liability, as well as to discipline
by the Company. Such individual violations may also subject the Company to civil
or criminal liability or the loss of business.
C. CONFLICTS OF INTEREST
Each of us has a responsibility to the Company, our stockholders and each
other. Although this duty does not prevent us from engaging in personal
transactions and investments, it does demand that we avoid situations where a
conflict of interest might occur or appear to occur. The Company is subject to
scrutiny from many different individuals and organizations. We should always
strive to avoid even the appearance of impropriety.
What constitutes a conflict of interest? A conflict of interest exists
where the interests or benefits of one person or entity conflict with the
interests or benefits of the Company. Examples include:
(i) EMPLOYMENT/OUTSIDE EMPLOYMENT. In consideration of your
employment with the Company, you are expected to devote your full attention to
the business interests of the Company. Subject to the terms of your employment
contract with the Company and except where applicable laws, rules or regulations
otherwise provide, you are prohibited from engaging in any activity that
interferes with your performance or responsibilities to the Company or is
otherwise in conflict with or prejudicial to the Company. Our policies prohibit
any employee from accepting simultaneous employment with a Company supplier,
customer, developer or competitor, or from taking part in any activity that
enhances or supports a competitor's position. Additionally, you must disclose to
the Company any interest that you have that may conflict with the business of
the Company. If you have any questions on this requirement, you should contact
your supervisor or the Chief Compliance Officer.
(ii) OUTSIDE DIRECTORSHIPS. It is a conflict of interest to serve as a
director of any company that competes with the Company. Although you may serve
as a director of a Company supplier, customer, developer, or other business
partner, our policy requires that you first obtain approval from the Chief
Compliance Officer and the Nominating and Corporate Governance Committee before
accepting a directorship. Any compensation you receive should be commensurate to
your responsibilities. Such approval may be conditioned upon the completion of
specified actions.
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(iii) BUSINESS INTERESTS. If you are considering investing in a
Company customer, supplier, developer or competitor, you must first take great
care to ensure that these investments do not compromise your responsibilities to
the Company. Many factors should be considered in determining whether a conflict
exists, including the size and nature of the investment; your ability to
influence the Company's or the other company's decisions; your access to
confidential information of the Company or of the other company; and the nature
of the relationship between the Company and the other company.
(iv) RELATED PARTIES. As a general rule, you should avoid conducting
Company business with related parties, that is, with a relative or significant
other, or with a business in which a relative or significant other is associated
in any significant role. Relatives include spouse, sister, brother, daughter,
son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step
relationships, and in-laws. Significant others include persons living in a
spousal (including same sex) or familial fashion with an employee. Related
parties also include organizations and entities with which the Company's
executive officers or directors have a material relationship or affiliation
("Affiliates"). Because the possibility that a conflict of interest may exist is
greatest when executive officers or directors or their Affiliates are involved
in a business transaction with the Company, the Company generally discourages
the conduct of the Company's business with such parties.
If such a related party transaction is unavoidable, you must fully disclose
the nature of the related party transaction to the Company's Chief Compliance
Officer. If determined to be material to the Company by the Chief Compliance
Officer, the Chief Compliance Officer and the Nominating and Corporate
Governance Committee must review and approve in writing in advance such related
party transactions. The most significant related party transactions,
particularly those involving the Company's executive officers or directors or
their Affiliates, must be reviewed and approved in writing in advance by the
Chief Compliance Officer and the Nominating and Corporate Governance Committee.
The Company must report all such material related party transactions under
applicable accounting rules, Federal securities laws, SEC rules and regulations,
and securities market rules. Any dealings with a related party must be conducted
in such a way that no preferential treatment is given to such dealings.
The Company also discourages the employment of relatives and significant
others in positions or assignments within the same department and prohibits the
employment of such individuals in positions that have a financial dependence or
influence (e.g., an auditing or control relationship, or a
supervisor/subordinate relationship). The purpose of this policy is to prevent
the organizational impairment and conflicts that are a likely outcome of the
employment of relatives or significant others, especially in a
supervisor/subordinate relationship. If a question arises about whether a
relationship is covered by this policy, the Chief Compliance Officer is
responsible for determining whether an applicant's or transferee's acknowledged
relationship is covered by this policy. The Chief Compliance Officer shall
advise all affected applicants and transferees of this policy. Willful
withholding of information regarding a prohibited relationship/reporting
arrangement may be subject to corrective action, up to and including
termination. If a prohibited relationship exists or develops between two
employees, the employee in the senior position must bring this to the attention
of his/her supervisor. The Company retains the prerogative to separate the
individuals at the earliest possible time, either by reassignment or by
termination, if necessary.
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(v) OTHER SITUATIONS. Because other conflicts of interest may arise,
it would be impractical to attempt to list all possible situations. If a
proposed transaction or situation raises any questions or doubts in your mind
you should consult the Chief Compliance Officer.
D. CORPORATE OPPORTUNITIES
Officers, directors and employees owe a duty to the Company to advance the
Company's legitimate interests to the best of their abilities. Covered Persons
may not exploit for their own personal gain opportunities that are discovered
through the use of corporate property, information or position or which arise as
a result of his or her position within the Company unless the opportunity is
disclosed fully in writing to the Company's Board of Directors and the Board of
Directors declines to pursue such opportunity.
E. OBLIGATIONS UNDER SECURITIES LAWS - "INSIDER" TRADING AND OTHER
MARKET MISCONDUCT
Obligations under the U.S. securities laws on insider trading apply to
everyone. In the normal course of business, the Covered Persons may come into
possession of significant, sensitive information. This information is the
property of the Company -- you have been entrusted with it. You may not profit
from it by buying or selling securities yourself, or passing on the information
to others to enable them to profit or for them to profit on your behalf. The
purpose of this policy is both to inform you of your legal responsibilities and
to make clear to you that the misuse of sensitive information is contrary to
Company policy and U.S. securities laws.
Under U.S. securities laws, insider trading is a crime, penalized by fines
of up to US$5,000,000 and 20 years in jail for individuals. In addition, the SEC
may seek the imposition of a civil penalty of up to three times the profits made
or losses avoided from the trading. Insider traders must also disgorge any
profits made, and are often subjected to an injunction against future
violations. Finally, insider traders may be subjected to civil liability in
private lawsuits.
Employers and other controlling persons (including supervisory personnel)
are also at risk under U.S. securities laws. Controlling persons may, among
other things, face penalties of the greater of US$5,000,000 or three times the
profits made or losses avoided by the trader if they recklessly fail to take
preventive steps to control insider trading.
Thus, it is important both to you and the Company that insider-trading
violations not occur. You should be aware that stock market surveillance
techniques are becoming increasingly sophisticated, and the chance that U.S.
federal or other regulatory authorities will detect and prosecute even
small-level trading is significant. Insider trading rules are strictly enforced,
even in instances when the financial transactions seem small. You should contact
the Chief Compliance Officer if you are unsure as to whether or not you are free
to trade.
The Company has imposed a trading blackout period on members of the Board
of Directors, executive officers and certain designated employees who, as a
consequence of their position with the Company, are more likely to be exposed to
material nonpublic information about the Company. These directors, executive
officers and employees generally may not trade in Company securities during the
blackout period.
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F. PROHIBITION AGAINST SHORT SELLING OF COMPANY STOCK
No Covered Person, directly or indirectly, sell any equity security,
including derivatives, of the Company if he or she (1) does not own the security
sold, or (2) if he or she owns the security, does not deliver it against such
sale (a "short sale against the box") within twenty days thereafter, or does not
within five days after such sale deposit it in the mails or other usual channels
of transportation. No Covered Person may engage in short sales. A short sale, as
defined in this policy, means any transaction whereby one may benefit from a
decline in the Company's stock price. While employees who are not executive
officers or directors are not prohibited by law from engaging in short sales of
Company's securities, the Company has adopted a policy that employees may not do
so.
G. USE OF COMPANY'S ASSETS
(i) GENERAL. Protecting the Company's assets is a key fiduciary
responsibility of every employee, agent and contractor. Care should be taken to
ensure that assets are not misappropriated, loaned to others, or sold or
donated, without appropriate authorization. All Covered Persons are responsible
for the proper use of Company assets, and must safeguard such assets against
loss, damage, misuse or theft. Covered Persons who violate any aspect of this
policy or who demonstrate poor judgment in the manner in which they use any
Company asset may be subject to disciplinary action, up to and including
termination of employment or business relationship at the Company's sole
discretion. Company equipment and assets are to be used for Company business
purposes only. Covered Persons may not use Company assets for personal use, nor
may they allow any other person to use Company assets. Employees who have any
questions regarding this policy should bring them to the attention of the Chief
Compliance Officer.
(ii) PHYSICAL ACCESS CONTROL. The Company has and will continue to
develop procedures covering physical access control to ensure privacy of
communications, maintenance of the security of the Company communication
equipment, and safeguard Company assets from theft, misuse and destruction. You
are personally responsible for complying with the level of access control that
has been implemented in the facility where you work on a permanent or temporary
basis. You must not defeat or cause to be defeated the purpose for which the
access control was implemented.
(iii) COMPANY FUNDS. Every Company employee is personally responsible
for all Company funds over which he or she exercises control. Company agents and
contractors should not be allowed to exercise control over Company funds.
Company funds must be used only for Company business purposes. Every Company
employee, agent and contractor must take reasonable steps to ensure that the
Company receives good value for Company funds spent, and must maintain accurate
and timely records of each and every expenditure. Expense reports must be
accurate and submitted in a timely manner. Covered Persons must not use Company
funds for any personal purpose.
(iv) COMPUTERS AND OTHER EQUIPMENT. The Company strives to furnish
employees with the equipment necessary to efficiently and effectively do their
jobs. You must care for that equipment and use it responsibly only for Company
business purposes. If you use
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Company equipment at your home or off site, take precautions to protect it from
theft or damage, just as if it were your own. If the Company no longer employs
you, you must immediately return all Company equipment. While computers and
other electronic devices are made accessible to employees to assist them to
perform their jobs and to promote Company's interests, all such computers and
electronic devices, whether used entirely or partially on the Company's premises
or with the aid of the Company's equipment or resources, must remain fully
accessible to the Company and, to the maximum extent permitted by law, will
remain the sole and exclusive property of the Company.
Covered Persons should not maintain any expectation of privacy with
respect to information transmitted over, received by, or stored in any
electronic communications device owned, leased, or operated in whole or in part
by or on behalf of the Company. To the extent permitted by applicable law, the
Company retains the right to gain access to any information received by,
transmitted by, or stored in any such electronic communications device, by and
through its employees, agents, contractors, or representatives, at any time,
either with or without an employee's or third party's knowledge, consent or
approval.
(v) SOFTWARE. All software used by employees to conduct Company
business must be appropriately licensed. Never make or use illegal or
unauthorized copies of any software, whether in the office, at home, or on the
road, since doing so may constitute copyright infringement and may expose you
and the Company to potential civil and criminal liability. In addition, use of
illegal or unauthorized copies of software may subject the employee to
disciplinary action, up to and including termination. The Company's IT staff
will inspect Company computers periodically to verify that only approved and
licensed software has been installed. Any non-licensed/supported software will
be removed.
(vi) ELECTRONIC USAGE. The purpose of this policy is to make certain
that employees utilize electronic communication devices in a legal, ethical, and
appropriate manner. This policy addresses the Company's responsibilities and
concerns regarding the fair and proper use of all electronic communications
devices within the organization, including computers, e-mail, connections to the
Internet, intranet and extranet and any other public or private networks, voice
mail, video conferencing, facsimiles, and telephones. Posting or discussing
information concerning the Company's products or business on the Internet
without the prior written consent of the Chief Compliance Officer is prohibited.
Any other form of electronic communication used by employees currently or in the
future is also intended to be encompassed under this policy. It is not possible
to identify every standard and rule applicable to the use of electronic
communications devices. Employees are therefore encouraged to use sound judgment
whenever using any feature of our communications systems.
H. FAIR AND TIMELY DISCLOSURE IN PUBLIC REPORTING AND COMMUNICATIONS
The Company's principal executive officer, principal financial officer,
principal accounting officer or controller, and any other officer involved in
the preparation of the Company's financial statements, public reports or
communications (collectively, the "Senior Financial Officers"), are responsible
for ensuring that such financial statements, public reports or communications
contain disclosure that is full, fair, accurate, timely and understandable. In
that
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regard, the Senior Financial Officers are responsible for establishing and
maintaining effective disclosure controls and procedures and internal controls
and procedures for financial reporting.
I. MAINTAINING AND MANAGING RECORDS
The purpose of this policy is to set forth and convey the Company's
business and legal requirements in managing records, including all recorded
information regardless of medium or characteristics. Records include paper
documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm
or all other media. The Company is required by local, state, federal, foreign
and other applicable laws, rules and regulations to retain certain records and
to follow specific guidelines in managing its records. Civil and criminal
penalties for failure to comply with such guidelines can be severe for the
Covered Person, and failure to comply with such guidelines may subject the
Covered Person to disciplinary action, up to and including termination of
employment or business relationship at the Company's sole discretion.
J. PAYMENT PRACTICES
(i) ACCOUNTING PRACTICES. The Company's responsibilities to its
stockholders and the investing public require that all transactions be fully and
accurately recorded in the Company's books and records in compliance with all
applicable laws. False or misleading entries, unrecorded funds or assets, or
payments without appropriate supporting documentation and approval are strictly
prohibited and violate Company policy and the law. Additionally, all
documentation supporting a transaction should fully and accurately describe the
nature of the transaction and be processed in a timely fashion.
(ii) POLITICAL CONTRIBUTIONS. The Company reserves the right to
communicate its position on important issues to elected representatives and
other government officials. It is the Company's policy to comply fully with all
applicable laws, rules and regulations regarding political contributions. The
Company's funds or assets must not be used for, or be contributed to, political
campaigns or political practices under any circumstances without the prior
written approval of the Company's Chief Compliance Officer and, if required, the
Board of Directors.
(iii) PROHIBITION OF INDUCEMENTS. Under no circumstances may any
Covered Person offer to pay, make payment, promise to pay, or issue
authorization to pay any money, gift, or anything of value to customers,
vendors, consultants, etc. that is perceived as intended, directly or
indirectly, to improperly influence any business decision, any act or failure to
act, any commitment of fraud, or opportunity for the commission of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy should be directed to the Chief
Compliance Officer.
K. FOREIGN CORRUPT PRACTICES ACT
The Company requires full compliance with the U.S. Foreign Corrupt
Practices Act ("FCPA") by all Covered Persons.
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The anti-bribery and corrupt payment provisions of the FCPA make illegal
any corrupt offer, payment, promise to pay, or authorization to pay any money,
gift, or anything of value to any foreign official, or any foreign political
party, candidate or official, for the purpose of: influencing any act or failure
to act, in the official capacity of that foreign official or party; or inducing
the foreign official or party to use influence to affect a decision of a foreign
government or agency, in order to obtain or retain business for anyone, or
direct business to anyone.
Therefore, all Covered Persons whether located in the United States or
abroad, are responsible for FCPA compliance and the procedures to ensure FCPA
compliance. All managers and supervisory personnel are expected to monitor
continued compliance with the FCPA to ensure compliance with the highest moral,
ethical and professional standards of the Company. FCPA compliance includes the
Company's policy on Maintaining and Managing Records in Section III.I of this
Code of Business Conduct and Ethics.
Laws in most countries outside of the United States also prohibit or
restrict government officials or employees of government agencies from receiving
payments, entertainment, or gifts for the purpose of winning or keeping
business. No contract or agreement may be made with any business in which a
government official or employee holds a significant interest, without the prior
approval of the Chief Compliance Officer.
IV. RESPONSIBILITIES TO OUR CUSTOMERS
A. CUSTOMER RELATIONSHIPS
If your job puts you in contact with any Company customers or potential
customers, it is critical for you to remember that you represent the Company to
the people with whom you are dealing. Act in a manner that creates value for our
customers and helps to build a relationship based upon trust. The Company and
its employees have provided products and services for many years and have built
up significant goodwill over that time. This goodwill is one of our most
important assets, and the Covered Persons must act to preserve and enhance our
reputation.
B. PAYMENTS OR GIFTS FROM OTHERS
Under no circumstances may Covered Persons accept any offer, payment,
promise to pay, or authorization to pay any money, gift, or anything of value
from customers, vendors, consultants, etc. that is perceived as intended,
directly or indirectly, to influence any business decision, any act or failure
to act, any commitment of fraud, or opportunity for the commission of any fraud.
Inexpensive gifts, infrequent business meals, celebratory events and
entertainment, provided that they are not excessive or create an appearance of
impropriety, do not violate this policy. Questions regarding whether a
particular payment or gift violates this policy are to be directed to the Chief
Compliance Officer.
Gifts given by the Company to suppliers or customers or received from
suppliers or customers should always be appropriate to the circumstances and
should never be of a kind that could create an appearance of impropriety. The
nature and cost must always be accurately recorded in the Company's books and
records.
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C. GOVERNMENT RELATIONS
It is the Company's policy to comply fully with all applicable laws and
regulations governing contact and dealings with government employees and public
officials, and to adhere to high ethical, moral and legal standards of business
conduct. This policy includes strict compliance with all local, state, federal,
foreign and other applicable laws, rules and regulations. If you have any
questions concerning government relations you should contact the Chief
Compliance Officer.
V. REPORTING AND ACCOUNTABILITY
Ethical business conduct is critical to our business. As a Covered
Person, your responsibility is to respect and adhere to these practices. Many of
these practices reflect legal or regulatory requirements. Violations of these
laws and regulations can create significant liability for you, the Company, its
directors, officers, and other employees.
As a Covered Person, you must:
- annually affirm to the Board of Directors that you have complied with
the requirements of this Code of Business Conduct and Ethics;
- not retaliate against any employee or Covered Person or their
affiliated persons for reports of potential violations that are made
in good faith;
- notify the Chief Compliance Officer of the Company promptly if you
know of any violation of this Code of Business Conduct and Ethics.
Failure to do so is itself a violation of this Code of Business
Conduct and Ethics; and
- report at least annually any change in your affiliations from the
prior year.
The Chief Compliance Officer is responsible for applying this Code of
Business Conduct and Ethics to specific situations in which questions are
presented under it and has the authority to interpret this Code of Business
Conduct and Ethics in any particular situation. However, notwithstanding the
foregoing, the Board of Directors is responsible for granting waivers and
determining sanctions, as appropriate, and any approvals, interpretations or
waivers sought by the Company's principal executive officers or directors will
be considered by the Board of Directors as provided below.
The Company will follow these procedures in investigating and
enforcing this Code of Business Conduct and Ethics:
- the Chief Compliance Officer will take any action he considers
appropriate to investigate any actual or potential violations reported
to him;
- if, after such investigation, the Chief Compliance Officer believes
that no violation has occurred, the Chief Compliance Officer shall
meet with the person reporting the violation for the purposes of
informing such person of the reason for not taking action;
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- any matter that the Chief Compliance Officer believes is a violation
will be reported to the Board of Directors;
- if the Board of Directors concurs that a violation has occurred, it
will consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures; a
recommendation to dismiss the Covered Person; or dismissal of the
Covered Person as an officer of the Company;
- the Board of Directors will be responsible for granting waivers, as
appropriate; and
- any changes to or waivers of this Code of Business Conduct and Ethics
will, to the extent required, be disclosed as provided by SEC rules.
The Board of Directors, in determining whether waivers should be
granted and whether violations have occurred, and the Chief Compliance Officer,
in rendering decisions and interpretations and in conducting investigations of
potential violations under this Code of Business Conduct and Ethics, may, at
their discretion, consult with such other persons as they may determine to be
appropriate, including, but not limited to, adviser or its subadviser of the
Company, counsel to the Company, independent auditors or other consultants,
subject to any requirement to seek pre-approval from the Company's Audit
Committee for the retention of independent auditors to perform permissible
non-audit services.
VI. DISCLOSURE OF WAIVERS
Any waiver of any provision of this Code of Business Conduct and
Ethics for a member of the Company's Board of Directors or an executive officer
must be approved in writing by the Company's Board of Directors and any such
waiver, including the reasons for such waiver, must be promptly disclosed
publicly to stockholders, as required by law. Any waiver of any provision of
this Code of Business Conduct and Ethics with respect to any other employee,
agent or contractor must be approved in writing by the Chief Compliance Officer.
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VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS
I have received and read the Company's Code of Business Conduct and
Ethics. I understand the standards and policies contained in the Company's Code
of Business Conduct and Ethics and understand that there maybe additional
policies or laws specific to my job. I further agree to comply with the
Company's Code of Business Conduct and Ethics.
If I have questions concerning the meaning or application of the
Company's Code of Business Conduct and Ethics, any Company policies, or the
legal and regulatory requirements applicable to my job, I know I should consult
my manager or the Chief Compliance Officer, knowing that my questions or reports
to these sources will be maintained in confidence.
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Employee Name
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Signature
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Date
Please sign and return this form to the Chief Compliance Officer
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